Source - LSE Regulatory
RNS Number : 3219T
Lamprell plc
23 November 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

23 November 2021

 

LAMPRELL PLC

("Lamprell" and together with its subsidiaries the "Group")

Results of Extraordinary General Meeting ("EGM"), completion of Capital Raising and conditions of debt facility draw down met

 

Further to the announcements on 29 October 2021 and 1 November 2021, Lamprell is pleased to announce that at the extraordinary meeting of the Company's shareholders held today at 5:00 PM (UAE time) that all resolutions put to shareholders were duly passed by way of poll.

The voting results are below and will also be available on the Company's website (www.lamprell.com).


Votes for

%

Votes against

%

Votes withheld

Total Votes

To authorise directors to allot new ordinary shares in the Company)

281,715,875

>99.9%

17,347

<0.1%

2,400

281,733,222

To disapply pre-emption rights

280,005,929

99.4%

1,727,293

0.6%

2,400

281,733,222

 

Debt Facility

As set out in the announcement dated 28 October, the USD 45 million revolving trade loan facility (the "IMI Rig Facility") was conditional on, amongst other things, the Group successfully completing the non-pre-emptive placing (the "Placing") and the direct subscription with the Company by certain directors of the Company (the "Subscription") (together, the "Capital Raising"). The IMI Rig Facility is being provided by First Abu Dhabi Bank and Emirates Development Bank as lenders and the drawdown of the IMI Rig Facility is intended to assist with the working capital requirements of the two newbuild jack up rigs which are currently under construction in the Group's Hamriyah yard.

The other initial conditions precedent to the IMI Rig Facility are expected to be satisfied and accordingly, following the completion of the Capital Raising, the Board expects to be able to request drawdowns under and in accordance with the terms of the IMI Rig Facility. This will be following the admission of the new ordinary shares in the Company to be issued, pursuant to the Capital Raising ("New Ordinary Shares"), on the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 25 November 2021.

Accordingly, the Company now has the requisite authority to complete the Capital Raising and expects to raise total gross proceeds of approximately $29.4 million (£21.9 million).

Following Admission, the total number of ordinary shares in issue in the Company will be 410,071,833. The total number of voting rights in the Company will be 410,071,833 following Admission, and this figure may be used by shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

All capitalised terms in this announcement have the meaning given to them in the Circular published by the Company on 1 November 2021, unless otherwise defined herein.

For further information, please visit www.lamprell.com or contact:

Lamprell plc


Maria Babkina, Investor Relations

+44 (0)78 5261 8046



Investec Bank plc (Broker, Global Co-ordinator and Bookrunner)

+44 (0)20 7597 5970

Chris Sim / Henry Reast / Ben Farrow




Tulchan (Financial PR)

+44 (0)20 7353 4200

Martin Robinson / Martin Pengelley / Guy Bates



This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. 

 

IMPORTANT NOTICES

Neither this Announcement nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions), subject to certain limited exceptions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the New Ordinary Shares are being offered and sold only outside of the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of the placing shares is being made in the United States, the United Kingdom or elsewhere. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the New Ordinary Shares, or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Placees' commitments will therefore be made solely on the basis of the Launch Announcement and this Announcement (together the "Disclosure Package"). No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation and/or the FinSA as applicable) to be published.

Members of the public are not eligible to take part in the placing. All offers of the New Ordinary Shares in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Regulation (as defined below) from the requirement to produce a prospectus.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area ("EEA"), qualified investors ("EU Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979 (the "EU Prospectus Regulation"); or (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended (the "UK Prospectus Regulation") and who are (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (the "Order"), (ii) persons who are high net worth companies, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order (only where the conditions contained in those articles have been, or will at the relevant time be, satisfied), and/or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"); or (c) if in Switzerland, professional clients ("Swiss Qualified Investors") within the meaning of article 4 paragraph 3 of the Federal Act on Financial Services of 15 June 2018 ("FinSA").

This Announcement must not be acted on or relied on by persons in a member state of the EEA who are not EU Qualified Investors or by persons in the United Kingdom who are not Relevant Persons or by persons in Switzerland who are not Swiss Qualified Investors. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, EU Qualified Investors and/or Relevant Persons and/or Swiss Qualified Investors (as applicable). This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

This Announcement has been issued by, and the Disclosure Package will be issued by, and each of them are the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Investec, or by any of its affiliates or by any of its or their respective partners, directors, officers, employees, advisers or consultants as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or to be contained in the Disclosure Package or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Investec, which is authorised by the Prudential Regulatory Authority ("PRA") and regulated in the UK by the FCA, is acting as Global Co-ordinator and Sole Bookrunner to the Company in connection with the Capital Raising and as Sponsor to the Company in connection to the smaller related party transactions. Investec is acting exclusively for the Company and no one else in connection with the Capital Raising and smaller related party transactions. Investec will not regard any other person as a customer or client in connection with the Capital Raising and smaller related party transactions, and will not be responsible to any such person for providing the protections afforded to its customers or clients or for the giving of advice, in each case, in relation to the  Capital Raising, smaller related party transactions or Admission or any transaction, matters or arrangements referred to herein.

None of the information in this Announcement and/or the Disclosure Package when issued has been or will be, as applicable, independently verified or approved by Investec or any of its affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants. Save for any responsibilities or liabilities, if any, imposed on Investec by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Investec or any of its affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants whatsoever for the contents of the information contained in this Announcement and/or the Disclosure Package (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of Investec or any of its affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants in connection with the Company, the New Ordinary Shares or the Capital Raising or the smaller related party transactions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement and/or the Disclosure Package or its contents or otherwise in connection with this Announcement and/or the Disclosure Package or from any acts or omissions of the Company in relation to the Capital Raising or the smaller related party transactions. Investec and its affiliates or any of its or their respective, directors, officers, employees, advisers and consultants accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and/or the Disclosure Package and no representation or warranty, express or implied, is made by Investec or any its affiliates or any of its or their partners, directors, officers, employees, advisers or consultants as to the accuracy, completeness or sufficiency of the information contained in this Announcement and/or the Disclosure Package.

In connection with the Placing, Investec and any its affiliates may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Investec and any of its affiliates acting in such capacity. In addition, Investec and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Investec and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Investec does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement and the Disclosure Package contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. All statements, other than statements of historical facts, contained in this Announcement, including statements regarding the Group's future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this Announcement use words such as "aim", "anticipate", "target", "expect", "estimate", "plan", "goal", "believe", "will", "may", "could", "should", "future", "intend", "opportunity", "potential", "project", "seek" and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in customer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements contained in this Announcement are based upon information available to the directors at the date of this Announcement and the publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. The forward-looking statements in this Announcement are based on the relevant directors' beliefs and assumptions and information only as of the date of this Announcement, and the forward-looking events discussed in this Announcement might not occur. Accordingly, Shareholders should not place any reliance on any forward-looking statements. Except as required by the FCA, the London Stock Exchange, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules or other applicable law or regulation, neither the Directors nor Investec undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares.

Recipients of this Announcement and/or the Disclosure Package, when issued, who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement and/or the Disclosure Package. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement and/or the Disclosure Package, when issued, are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Investing in the New Ordinary Shares involves a substantial degree of risk. The contents of this Announcement have not been reviewed by any regulatory authority in the United Kingdom or elsewhere.

No statement in this Announcement or the Disclosure Package, when issued, is intended to be a profit forecast or estimate, and no statement in this Announcement or the Disclosure Package, when issued, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

References in this Announcement or in the Disclosure Package, when issued, to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement and/or the Disclosure Package.

The Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than the London Stock Exchange's main market for listed securities.

Information to Distributors

 

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, INVESTEC OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND INVESTEC TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.

 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

UK Product Governance

 

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, 'distributors' (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares.

 

Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

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